Commitment letter of China Merchants Securities Co.Ltd(600999) on matters after Shenzhen Bauing Construction Holding Group Co.Ltd(002047) 2020 non-public offering of a shares
China Securities Regulatory Commission:
The application of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) (hereinafter referred to as “issuer”, “company” or ” Shenzhen Bauing Construction Holding Group Co.Ltd(002047) “) for non-public offering of A-Shares (hereinafter referred to as “non-public offering of shares”) in 2020 passed the examination of the issuance examination committee of your commission (hereinafter referred to as “issuance examination Committee”) on May 10, 2021, and obtained the approval of Shenzhen Bauing Construction Holding Group Co.Ltd(002047) from the CSRC on May 27, 2021 Reply on non-public offering of shares (zjxk [2021] No. 1768). The issuer, together with the intermediary, submitted to the Commission on September 9, 2021 and November 5, 2021 the commitment letters on the issuer’s 2021 semi annual report, the third quarter report and relevant post meeting matters during the period.
China Merchants Securities Co.Ltd(600999) after careful verification, From the date of the previous submission of the post meeting matters (November 5, 2021) to the date of issuance of this commitment letter (hereinafter referred to as the “post meeting matters period”), the issuer has no notice of your commission on strengthening the supervision of the post meeting matters of the company that plans to issue securities through the issuance and Examination Commission (zjfz [2002] No. 15) (hereinafter referred to as “No. 15 document”) Memorandum of stock issuance Review Standards No. 5 (newly revised) – operating procedures for the supervision and sealing of post session matters of companies that have passed the securities to be issued by the issuance and Examination Commission (hereinafter referred to as “Memorandum No. 5”) and notice on relevant requirements for post session matters of refinancing companies (Issuance supervision letter [2008] No. 257) of China Securities Regulatory Commission (hereinafter referred to as“ The undisclosed major events that may affect the conditions for this issuance and listing and have a significant impact on investors’ investment decisions described in Document No. 257, “), and there are no other events that will affect this issuance and listing. The details are as follows:
(i) Issuer 2017 The 2018 financial report was audited by Ruihua Certified Public Accountants (special general partnership), and the 2019 and 2020 financial reports were audited by Dahua Certified Public Accountants (special general partnership), and the aforementioned audit institutions issued “Ruihua Shen Zi [2018] No. 48500004”, “Ruihua Shen Zi [2019] No. 48500005” and “Dahua Shen Zi [2020] No. 008331” respectively An unqualified audit report of “dahuashen Zi [2021] No. 0010048” standard.
（2） There are no circumstances affecting the issuance of new shares in the special verification opinions issued by China Merchants Securities Co.Ltd(600999) and the legal opinions issued by the issuer’s lawyers.
（3） The administrative penalties of more than 5000 yuan received by the issuer during the post meeting period are as follows:
On November 9, 2021, Pingshan County Human Resources and Social Security Bureau issued the decision on administrative punishment of labor security supervision (psljz [2021] No. z034) to BAOYING construction because Shenzhen BAOYING Construction Group Co., Ltd. (hereinafter referred to as “BAOYING construction”), a wholly-owned subsidiary of the issuer, violated the relevant provisions of the regulations on labor security supervision , Baoying construction was fined 19000 yuan. According to the instructions issued by Pingshan human resources and Social Security Bureau, Baoying construction actively cooperated with the rectification, actively paid relevant fines, made every effort to do a good job in the stability control of migrant workers, and properly handled relevant problems. This violation is not a major violation.
Except for the above circumstances, during the post meeting period, the issuer has no other administrative punishment with an amount of more than 5000 yuan.
（4） As of September 30, 2021, the issuer and Evergrande real estate still have the book value of receivables of 4070.9812 million yuan, including the book value of commercial acceptance bills receivable of 1279.6126 million yuan; the total book value of commercial acceptance bills held by the issuer that have not been cashed at maturity is 495.4291 million yuan, including the due outstanding payment of commercial acceptance bills issued by Evergrande real estate to the issuer The total face value is 475.8931 million yuan, and the total book value of commercial acceptance bills issued by other customers that are not cashed at maturity is 19.536 million yuan.
In order to further improve the issuer’s asset liability structure and effectively revitalize its assets, the issuer and Hangcheng land signed the Shenzhen Bauing Construction Holding Group Co.Ltd(002047) creditor’s rights transfer agreement of Zhuhai Hangcheng land Co., Ltd. to transfer the creditor’s rights of commercial acceptance bills issued by Evergrande real estate held by the issuer and its subordinate enterprises to Hangcheng land, with an amount of RMB 450 million, The transfer price is 45 million yuan. For details, please refer to the announcement on debt transfer and related party transactions (Announcement No.: 2021-108) and relevant announcements disclosed by the Issuer on December 14, 2021.
Overdue notes receivable may adversely affect the issuer’s future profitability, but it does not constitute a material obstacle to this non-public offering.
（5） During the post meeting period, the issuer has no major changes in the company structure such as asset replacement, equity and debt restructuring.
（6） The issuer’s main business has not changed during the events after the meeting.
（7） During the post meeting period, the issuer disclosed on December 11, 2021 that it had recently received a written resignation report submitted by Ms. Peng Ling, an independent director of the company. Ms. Peng Ling applied for resignation as an independent director of the seventh board of directors and a member of the remuneration and assessment committee of the board of directors for personal reasons. After resigning the above positions, Ms. Peng Ling will not be in the company and its holding subsidiaries Hold any position. Before the new independent director elected by the general meeting of shareholders takes office, in order to ensure the normal operation of the board of directors, Ms. Peng Ling will continue to perform the duties of independent directors and members of the remuneration and assessment committee of the board of directors in accordance with relevant laws, administrative regulations, departmental rules, normative documents and Shenzhen Bauing Construction Holding Group Co.Ltd(002047) articles of association. For details, please refer to the announcement on resignation of independent directors (Announcement No.: 2021-105) disclosed by the issuer. The resignation of independent directors will not have a significant impact on the operation and management of the issuer.
（8） During the post meeting period, the issuer did not have any related party transactions that failed to perform the legal procedures, and there were no major related party transactions that were not disclosed in the reported due diligence report.
（9） During the period after the meeting, the recommendation institution, accounting firm and law firm handling the issuer’s business were not subject to administrative punishment by relevant departments due to major violations of laws and regulations, nor were they changed. (10) the issuer did not make profit forecast.
（11） The outstanding major litigation and arbitration of more than 20 million yuan added by the issuer during the post meeting period are as follows:
On November 25, 2021, Jiangsu Huabo Creative Industry Co., Ltd. (hereinafter referred to as “Jiangsu Huabo”) ）A civil lawsuit was filed with Dazu District People’s Court of Chongqing for a dispute over the construction contract with BAOYING construction project, requesting BAOYING construction to order BAOYING construction to pay progress payment of 15863275 yuan and liquidated damages for overdue payment of 4797986.6 yuan to Jiangsu Huabo. As of the date of this letter of commitment, the case has not been heard.
After verification, the amount involved in the above cases accounted for 0.17% and 0.49% of the company’s audited total assets and net assets in the latest fiscal year respectively. Such litigation cases will not have a material impact on the normal operation and management of the company, and will not constitute a material legal obstacle to the issuance of the company.
In addition, according to the notice of Baoxian investment, a shareholder holding more than 5% of the issuer’s shares, its 40000000 shares of the issuer were waiting to be frozen by the Shenzhen intermediate people’s Court of Guangdong Province. The shares waiting to be frozen account for 34.61% of the issuer’s shares held by Baoxian investment and 2.98% of the issuer’s total share capital. According to the situation statement issued by Baoxian investment, up to now, Baoxian investment has not received the legal documents related to the matters waiting for freezing issued by Shenzhen intermediate people’s Court of Guangdong Province, and the reason why the above shares are waiting for freezing is not clear.
Baoxian investment is not the controlling shareholder and actual controller of the issuer. The waiting for freezing of some shares of the company held by Baoxian investment will not affect the control right of the issuer, nor will it adversely affect the corporate governance, production and operation, and will not cause the issuer to fail to meet the substantive conditions of non-public offering.
Except for the above circumstances, the issuer and its chairman, general manager and major shareholders did not have major litigation, arbitration and equity disputes during the post meeting period, nor did they have potential disputes affecting the issuer’s issuance of new shares. （12） The issuer did not occupy the issuer’s funds or infringe the interests of minority shareholders during the post meeting period.
（13） There were no major changes in laws, policies, markets and other aspects affecting the sustainable development of the issuer during the post meeting events.
（14） The independence of the issuer’s business, assets, personnel, institutions and finance has not changed during the post meeting period.
（15） Except for the circumstances described in (11) above, there is no restrictive obstacle to the issuer’s main property and equity.
（16） The issuer did not violate the information disclosure requirements during the post meeting period.
（17） During the post meeting period, the issuer has no other major events that affect the issuance and listing and the judgment of investors.
To sum up, the recommendation institution believes that: Shenzhen Bauing Construction Holding Group Co.Ltd(002047) during the post meeting period, there are no undisclosed major events that affect the issuance and have a significant impact on investors’ investment decisions as described in Document No. 15, Memorandum No. 5 and Document No. 257. After the meeting, there is no situation that causes the issuer to fail to meet the conditions for non-public offering of shares by listed companies stipulated in the company law, the securities law, the measures for the administration of securities issuance by listed companies, the detailed rules for the implementation of non-public offering of shares by listed companies and other laws and regulations.
We hereby promise.
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(there is no text on this page, which is the signature and seal page of China Merchants Securities Co.Ltd(600999) commitment letter on Shenzhen Bauing Construction Holding Group Co.Ltd(002047) matters after the 2020 non-public Development Bank A-share meeting) sponsor representative:
Wang Gang, Wang Dawei
Legal representative of the recommendation institution:
Hoda
China Merchants Securities Co.Ltd(600999) mm / DD / yy
